Common use of Leasehold Mortgagee’s Right to New Lease Clause in Contracts

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights, but other than by reason of a Total Taking), County shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee shall pay to County all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents). 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights, but other than by reason of a Total Taking), County Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to County Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County County, Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the CountyLessor’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County Lessor its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County Lessor except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights, but other than by reason of a Total Taking), County shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee shall pay to County all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any the termination of this Lease (including any termination because of an Event of DefaultLease, or because of any rejection or disaffirmance of this succeeding Lease made pursuant to bankruptcy law this Lease, including a New Lease, prior to its stated expiration date, as a result of Tenant’s default or any other law affecting creditor’s rights, but other than by reason as a result of a Total Taking)rejection of the Lease by Tenant, County shall give prompt Landlord shall, in addition to providing the applicable notices of default and termination as required by Section 9.2, provide the Leasehold Mortgagee with written notice (the “New Lease Notice”) that the Lease has been terminated, together with a statement of all known unpaid sums which would at that time be due under the Lease as of the date of such termination notice but for such termination, and of all other defaults, if any, then known to each Landlord. Landlord shall, subject to Applicable Law, upon the written request of a Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) or its nominee, enter into a new lease of the Leased Premises with such Leasehold Mortgagee or its nominee, for the remainder of the Term, effective as of the date of such termination, at the rent and upon the same terms, provisions, covenants and agreement as herein contained and provided however that the Lease shall be revised as appropriate to reflect the composition and existence of the new tenant (the “New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee). The New Lease shall commence as of its effective date be subject only to the same Permitted Encumbrances to title to which this Lease is subject on the Lease Commencement Date and to any other encumbrances created pursuant to the terms hereof (and Landlord shall continue for the remainder have no obligation to cure or remove any encumbrance to title of the scheduled Term of this Lease, at the same Rent that is payable under this LeaseLeased Premises created or consented to in writing by Tenant), and on to the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusalrights, if any, provided for in this Leaseof any parties then entitled to possession of all or part of the Leased Premises (but excluding Tenant); provided, and however, that a grant of the New Lease shall be subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by following conditions: 9.3.1. Said Leasehold Mortgagee requiring County to enter into a or its nominee shall have made written request upon Landlord for such New Lease, within sixty (60) days after the date of its receipt of the New Lease Notice and such written request shall have been accompanied by tender of payment to Landlord of all sums then due to Landlord as specified in the New Lease Notice. 9.3.2. Said Leasehold Mortgagee or its nominee shall pay to County Landlord at the time of the execution and delivery of said New Lease, any and all Rent or any other amounts payable which would, at the time of execution and delivery thereof, be due pursuant to this Lease but for such termination, and in addition thereto, all reasonable expenses (including reasonable attorney’s fees), which Landlord shall have incurred by Tenant hereunder which are then due reason of such termination and shall commence the execution and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to delivery of the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 aboveand which have not otherwise been received by Landlord from Tenant or other party in interest under the Lease (but expressly excluding any and all damages including punitive and consequential damages), then County less the net income (on a cash basis and excluding depreciation and other non-cash adjustments) received by Landlord in respect of the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, Leased Premises after the termination of this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution and delivery of the New Lease, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the . 9.3.3. Said Leasehold Mortgagee or its nominee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under Tenant’s monetary obligations contained in this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, Upon execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested accordance with the County. 17.7.3. In provisions of this Section 9.3, the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to such net income received by County except accept the Lease Premises in its “as is” condition subject to the extent that it was applied to cure any default terms of Tenant (excluding specifically the application towards obligations under the County Loan Documents). 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. The Leasehold Mortgagee shall have the right to assign a New Lease to an affiliate of the Leasehold Mortgagee.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights, but other than by reason of a Total Taking), County shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee shall pay to County all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the County’s and Leasehold Mortgagee's ’s relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents). 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease Upon a Leasehold Mortgagee’s request to Landlord within thirty (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor30) days after such Leasehold Mortgagee’s rights, but other than by reason of a Total Taking), County shall give prompt written notice acquisition of such termination to each Leasehold Mortgagee and leasehold, Landlord shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease (“New Lease”) of with such Leasehold Mortgagee covering the Premises with covered by the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by foreclosed Lease if such Leasehold Mortgagee: (i) gives notice of request prior to or concurrently with such termination or foreclosure; (ii) pays all costs resulting from or associated with such new lease (including Landlord’s attorneys’ fees and costs); and (iii) remedies all defaults construed as though this Lease had not been terminated (including, but not limited to, the payment of all Rent, including Base Rent, Additional Rent, insurance premiums, Taxes and all other charges that, but for such termination, would have become due under this Lease up to and including the commencement of the term of such new lease). The New Lease new lease shall commence as of its effective date and shall continue be for the remainder of the scheduled Term of this Lease, effective at the same Rent that is payable under date of termination or foreclosure, and in the form of this Lease, including, but not limited to, payment by such Leasehold Mortgage of the Rent and on performance of all of the same termscovenants, agreements, conditions, covenantsprovisions, restrictions and reservations that are limitations contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for the restrictions on use contained in Article 6). Any new lease made pursuant to this LeaseSection 12.9(g), and subject any renewal lease entered into with a Leasehold Mortgagee, shall have the same right, title and interest in and to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee shall pay to County all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Leasehold Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of thereon as Tenant hereunder, (ii) pay to County any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements had under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents). 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.118.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom County has received notice pursuant to Section 18.3 above. Such Leasehold Mortgagee (subject to Section 17.8 18.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to County at any time within thirty (30) days following receipt of such notice, to require County to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (a “New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants residents under residential subleases resident agreements or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.218.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 18.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 18.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease18.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.318.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.418.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. ‌ 17.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom County has received notice pursuant to Section 17.3 above. Such Leasehold Mortgagee (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to County at any time within thirty (30) days following receipt of such notice, to require County to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, refusal,‌ if any, provided for in this Lease), and subject to the rights of any tenants residents under residential subleases resident agreements or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 17.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease17.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. ‌ 17.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom County has received notice pursuant to Section 17.3 above. Such Leasehold Mortgagee (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to County at any time within thirty (30) days following receipt of such notice, to require County to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants residents under residential subleases resident agreements or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy.remedy.‌ 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 17.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease17.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In the event of any termination of this Lease a default by Tenant (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights), but other than by reason of a Total Taking), County shall give prompt written notice and as consistent with the provisions of such Sections 17.5 and 17.6 or which results in a termination to each Leasehold Mortgagee and of this Lease, District shall (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease of the Premises with such Leasehold Mortgagee (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below), or its designee, upon notice to County District by such Leasehold Mortgagee, if the Leasehold Mortgage requires that a new lease must be entered into with the Leasehold Mortgage in the event of a default by the Tenant or a termination of the Lease. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring County District to enter into a New Lease, Leasehold Mortgagee shall pay to County District all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County District and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease, the CountyDistrict’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County District any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County District its reasonable expenses, including reasonable attorneys’ fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County District receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County District may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by County District except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. ‌ 17.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom County has received notice pursuant to Section 17.3 above. Such Leasehold Mortgagee (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to County at any time within thirty (30) days following receipt of such notice, to require County to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants residents under residential subleases resident agreements or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with with‌ diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 17.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease17.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.116.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County District shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom District has received notice pursuant to Section 16.3 above. Such Leasehold Mortgagee (subject to Section 17.8 16.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to District at any time within thirty (30) days following receipt of such notice, to require District to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County District to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County District all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.216.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 Section 16.7.1 above, then County District and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 16.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease16.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any District all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County District its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.316.7.3. In the event that County District receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County District may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County District except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.416.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.

Leasehold Mortgagee’s Right to New Lease. 17.7.1. In Notwithstanding anything in this Lease to the event contrary, if this Lease is terminated for any reason (including by reason of any termination of this Lease (including any termination because of an Event of Default, Default or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor’s rights) without the prior written consent of all Leasehold Mortgagees, but other than by reason of a Total Taking), County shall give prompt written notice of such termination thereof to each any Leasehold Mortgagee and shall of whom County has received notice pursuant to Section 17.3 above. Such Leasehold Mortgagee (subject to Section 17.8 below if more than one Leasehold Mortgagee then exists) shall then have the right, exercisable by written notice to County at any time within thirty (30) days following receipt of such notice, to require County to enter into a new lease of the Premises with such Leasehold Mortgagee, or its designee, which new lease (“New Lease”) of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 17.8 below, or its designee, upon notice to County by such Leasehold Mortgagee. The New Lease shall commence as of its effective the date of such termination of this Lease and shall continue for the remainder of the scheduled Term term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions conditions and reservations agreements that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants residents under residential subleases resident agreements or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; , provided that, substantially concurrently with the delivery of a such notice by Leasehold Mortgagee requiring County to enter into a New Lease, Leasehold Mortgagee Mortgage shall pay to County all Rent or any other amounts payable by Tenant hereunder which are is then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those nonmonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 17.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 17.7.1 above, then County and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; , but until such written New Lease is mutually executed and delivered, this Lease shall governbe deemed to constitute the New Lease, as modified by this Section 17.7, and Leasehold Mortgagee (or its designee) shall, from and after the giving of notice pursuant to Section 17.7.1 but prior to the execution of the New Lease17.7.1, the County’s and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to County any all Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Leasethe New Lease on Tenant’s part to be performed. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to County its reasonable expenses, including reasonable attorneys’ fees and costsfees, incurred in connection with the termination of this Lease and with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, County shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the County. 17.7.3. In the event that County receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that County may control the same, then the Leasehold Mortgagee tenant under the New Lease shall be entitled to an offset against the next Rent then owing under the New Lease in the amount of such net income received by County except to the extent that it was applied to cure any default of Tenant (excluding specifically the application towards obligations under the County Loan Documents)Tenant. 17.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease.